S-8

As filed with the Securities and Exchange Commission on October 21, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_____________________________

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	93-0945232
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

5435 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(Address of principal executive offices)

_____________________________

Radisys Corporation Amended and Restated 2007 Stock Plan

(Full title of the plan)

Jon Wilson

Chief Financial Officer

Radisys Corporation

5435 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(503) 615-1685

(Name, address and telephone number, including area code, of agent for service)

With a copy to:

Amar Budarapu

Baker & McKenzie LLP

2300 Trammell Crow Center

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]		Accelerated filer	[x]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, no par value	2,350,000	$	2.81	$	6,603,500	$	664.97

(1) Shares of common stock of Radisys Corporation, no par value per share (the "Common Stock"), being registered hereby relate to the Radisys Corporation Amended and Restated 2007 Stock Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also being registered such additional shares of Common Stock which may be issuable pursuant to the anti-dilution provisions of the Radisys Corporation Amended and Restated 2007 Stock Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act of 1933, as amended. The proposed maximum offering price per share is based upon the average of the high and low prices of Radisys Corporation Common Stock on October 16, 2015 as reported on the Nasdaq Global Select Market.

EXPLANATORY STATEMENT

This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Radisys Corporation, an Oregon corporation, in order to register 2,350,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-142968) filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2007, on a Registration Statement on Form S-8 (File No. 333-169044) filed with the Commission on August 25, 2010, on a Registration Statement on Form S-8 (File No. 333-175511) filed with the Commission on July 13, 2011, on a Registration Statement on Form S-8 (File No. 333-190171) filed with the Commission on July 26, 2013, on a Registration Statement on Form S-8 (File No. 333-191034) filed with the Commission on September 6, 2013, and on a Registration Statement on Form S-8 (File No. 333-201717) filed with the Commission on January 27, 2015 for issuance pursuant to the Radisys Corporation Amended and Restated 2007 Stock Plan. The contents of the Registration Statements on Form S-8 (File Nos. 333-142968, 333-169044, 333-175511, 333-190171, 333-191034 and 333-201717) previously filed with the Commission on May 15, 2007, August 25, 2010, July 13, 2011, July 26, 2013, September 6, 2013 and January 27, 2015 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number
4.1	Radisys Corporation Amended and Restated 2007 Stock Plan, as amended through September 22, 2014. Incorporated by reference from Appendix B to the Company's Proxy Statement on Schedule 14A, filed on August 10, 2015 (SEC File No. 000-26844).
5.1*	Opinion of Stoel Rives LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1*	Powers of Attorney (included in the signature page to this Registration Statement).

* Filed herewith. 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this 21st day of October, 2015.

RADISYS CORPORATION
By:	/s/ Jon Wilson
	Jon Wilson
	Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Radisys Corporation hereby severally and individually constitute and appoint Brian Bronson and Jon Wilson, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8, and all instruments necessary or advisable in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and other instruments.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Brian Bronson	President, Chief Executive Officer and Director	October 21, 2015
Brian Bronson	(Principal Executive Officer)
/s/ Jon Wilson	Chief Financial Officer	October 21, 2015
Jon Wilson	(Principal Financial Officer and Principal Accounting Officer)
/s/ C. Scott Gibson	Chairman of the Board and Director	October 21, 2015
C. Scott Gibson
/s/ Michael G. Hluchyj	Director	October 21, 2015
Michael G. Hluchyj
/s/ Ronald de Lange	Director	October 21, 2015
Ronald de Lange
/s/ Hubert de Pesquidoux	Director	October 21, 2015
Hubert de Pesquidoux
/s/ Niel Ransom	Director	October 21, 2015
Niel Ransom
/s/ Vincent H. Tobkin	Director	October 21, 2015
Vincent H. Tobkin

EXHIBIT INDEX

Exhibit Number
4.1	Radisys Corporation Amended and Restated 2007 Stock Plan, as amended through September 22, 2014. Incorporated by reference from Appendix B to the Company's Proxy Statement on Schedule 14A, filed on August 10, 2015 (SEC File No. 000-26844).
5.1*	Opinion of Stoel Rives LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1*	Powers of Attorney (included in the signature page to this Registration Statement).

* Filed herewith. 

EX-5.1

Exhibit 5.1

Opinion of Stoel Rives LLP

October 21, 2015

Board of Directors

Radisys Corporation

5435 NE Dawson Creek Rd.

Hillsboro, OR 97124

We have been requested by Radisys Corporation (the “Company”) to deliver this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 covering 2,350,000 shares of its common stock (the “Shares”) issuable under the Radisys Corporation Amended and Restated 2007 Stock Plan (as amended to date, the “Plan”). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion.

Based on the foregoing, it is our opinion that:

1. The Company is a corporation validly existing under the laws of the state of Oregon; and

2. The Shares (including any additional shares of the Company's common stock that become issuable pursuant to the anti-dilution provisions of the Plan) are authorized and, when issued pursuant to the Plan and in accordance with resolutions adopted by the Board of Directors of the Company and upon receipt by the Company of any consideration to be paid or delivered in connection with such issuance, will be legally issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Stoel Rives LLP

Stoel Rives LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Radisys Corporation:

We consent to the use of our report dated February 27, 2015 with respect to the consolidated balance sheets of Radisys Corporation as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated herein by reference.

/s/ KPMG LLP

KPMG LLP

Portland, Oregon

October 21, 2015